UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                    FORM 10-K

(X)  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934
For the fiscal year ended March 31, 1999
Commission File Number 1-5910

                              CARTER-WALLACE, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                    13-4986583
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

1345 Avenue of the Americas, New York, NY                  10105
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:  212-339-5000
Securities registered pursuant to Section 12(b) of the Act:

                                                  Name of each exchange
         Title of each class                       on which registered
         -------------------                      ---------------------
            Common Stock
      Par value $1.00 per share                   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

                 Class B Common Stock, par value $1.00 per share
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                             Yes    X            No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K of any amendment to this
Form 10-K. (X)

The number of shares of the registrant's Common Stock and Class B Common Stock
outstanding at June 7, 1999 was 32,678,400 and 12,303,700, respectively.

The aggregate market value of voting stock held by non-affiliates of the
registrant as of June 7, 1999 was approximately $385,174,000.

                       Documents Incorporated by Reference
                       -----------------------------------
  Annual Report to Stockholders for the fiscal
   year ended March 31, 1999                                 Parts I & II
  Proxy Statement for the Annual Meeting of
   Stockholders to be held July 20, 1999                     Parts III & IV


<PAGE>


                                     Part I

Item 1.   Business

Carter-Wallace, Inc. (the "Company") is engaged in the manufacture and sale of a
diversified line of products in the Domestic Consumer Products, Domestic Health
Care and International segments. Additional information is presented on page 11
"Description of Business Segments" of the 1999 Annual Report to Stockholders and
is herein expressly incorporated by reference.


Business Segments and Geographic Data

Financial information about the Company's business segments and geographic areas
for the three years ended March 31, 1999 is presented on page 8 under the
caption "Management's Discussion and Analysis of Results of Operations and
Financial Condition - Net Sales and Earnings" and also on pages 24 and 25, note
11, "Business Segments" of the Notes to Consolidated Financial Statements, both
included in the 1999 Annual Report to Stockholders and herein expressly
incorporated by reference.


Foreign Operations

Foreign operations are generally subject to certain political and economic risks
that are not present in domestic operations. Such risks may include
expropriation of assets, restrictions on earnings remittances and fluctuating
exchange rates. Changes in foreign exchange rates had the effect of decreasing
sales by $6,700,000 in the fiscal year ended March 31, 1999 in comparison to the
prior year. Additional information is presented on page 18, note 4, "Foreign
Operations" of the Notes to Consolidated Financial Statements in the 1999 Annual
Report to Stockholders and is herein expressly incorporated by reference.


Competition

The three business segments in which the Company operates are extremely
competitive and include larger corporations with greater resources for research,
product development and promotion. The Company competes on the basis of price,
advertising, promotion, quality of product and other methods relevant to the
business. In fiscal 1999, the Company's "Arrid" line of anti-perspirants and
deodorants is believed to have accounted for an estimated 6.2% share of the
domestic anti-perspirant and deodorant market. The Company's worldwide
antiperspirant and deodorant sales were approximately $101,600,000, $105,800,000
and $111,900,000 in the fiscal years ended March 31, 1999, 1998 and 1997,
respectively. The "Trojan", "Class Act" and "Naturalamb" condom brands are
estimated to have accounted for over 65% of total domestic retail condom sales.
The Company's worldwide condom sales were approximately $114,100,000,
$104,700,000 and $95,400,000 in the fiscal years ended March 31, 1999, 1998 and
1997, respectively. Additional information is presented on page 8 under the
caption "Management's Discussion and Analysis of Results of Operations and
Financial Condition - Net Sales and Earnings" in the 1999 Annual Report to
Stockholders and is herein expressly incorporated by reference.



                                        1

<PAGE>


Raw Materials

The Company's major raw materials are chemicals, plastics, latex, steel cans and
packaging materials. These materials are generally available from several
sources and the Company has had no significant supply problems to date. The
Company generally has two or more approved suppliers for production materials
and issues purchase commitments to provide its suppliers with adequate lead
time.

Patents and Licenses

The Company owns or is licensed under a number of patents and patent
applications covering several of its products. The expiration or any other
change in any of these patents or patent applications will not materially affect
the Company's business. Royalty income does not constitute a material portion of
total revenue.

Felbatol (Felbamate)

Information regarding the effect of "Felbatol" matters on the Company's business
is presented on page 10 under the caption "Management's Discussion and Analysis
of Results of Operations and Financial Condition - Felbatol (Felbamate)", on
page 28 in note 14, "Litigation Including Environmental Matter" and on Page 30
in note 16 "Felbatol (Felbamate)" of the Notes to Consolidated Financial
Statements, all included in the 1999 Annual Report to Stockholders and herein
expressly incorporated by reference.

Environmental Matter

Information regarding the environmental matter is presented on pages 27 and 28
in note 14, "Litigation Including Environmental Matter" of the Notes to
Consolidated Financial Statements, included in the 1999 Annual Report to
Stockholders and herein expressly incorporated by reference.

Research and Development

Expenditures for research and development totaled $25,846,000 in 1999,
$28,785,000 in 1998 and $27,284,000 in 1997. Research and development expenses
in 1999 decreased by $2,939,000 or 10.2%, primarily as a result of lower
spending in the Domestic Consumer Products segment related to non-recurring
prior year employee termination costs. In 1998 research and development expenses
increased $1,501,000 or 5.5% from the prior year as a result of higher spending
in the Domestic Consumer Products segment due in part to employee termination
costs related to organizational changes. Research and development expenses in
the Domestic Health Care segment were higher than the prior year, while
International research and development expenses were lower than the prior year.

Work on taurolidine for its use against vancomycin-resistant enterococcus and a
number of other potential indications has continued.

Two multicenter Phase III studies are underway to determine if "Astelin" Nasal
Spray is effective for treating non-allergic vasomotor rhinitis. A Supplemental
New Drug Application will be submitted for the use of "Astelin" Nasal Spray in
children less than 12 years old. The "Astelin" tablet NDA for allergic rhinitis
is pending at the FDA. The Company has not decided whether to seek final
approval for this NDA.

                                        2

<PAGE>

Results from three clinical studies demonstrated "Astelin" is as effective as
the combination of loratadine tablets (Claritin) and beclomethasone nasal spray
(Beconnase) in relieving symptoms of seasonal allergies among patients who do
not respond adequately to monotherapy with either an oral antihistamine or
inhaled nasal steroid. The results of these studies were published in the June
1999 issue of the peer review journal, Annals of Allergy, Asthma & Immunology.

Approximately 120 employees are employed in research and development activities.

Employees

The Company, together with its subsidiaries, employed approximately 3,310 people
worldwide at March 31, 1999.


Acquisitions

Information regarding acquisitions is presented on page 24 in note 9,
"Acquisitions" of the Notes to Consolidated Financial Statements, included in
the 1999 Annual Report to Stockholders and is herein expressly incorporated by
reference.


Item 2.   Properties

The executive offices of the Company are located at 1345 Avenue of the Americas,
New York, New York, in space leased until May, 2011. A portion of this space has
been subleased. The following are the other principal facilities of the Company:

                                                                   Area
Location                   Products Manufactured                (Sq. Feet)

Owned in Fee:

Manufacturing Facilities
 and Offices:

Cranbury, New Jersey       Pharmaceuticals, toiletries
                            and pet products                      734,000
Colonial Heights,
 Virginia                  Condoms                                220,000
Decatur, Illinois          Pharmaceuticals and Pet Products       108,000
Winsted, Connecticut       Pet products                            45,000
Montreal, Canada           Pharmaceuticals                        157,000
Folkestone, England        Toiletries                              76,000
Milan, Italy               Pharmaceuticals and diagnostics         52,000
Mexico City, Mexico        Pharmaceuticals and diagnostics         63,000
New Plymouth, New Zealand  Condom processing                       31,000




                                        3

<PAGE>


Warehouse and Offices:

Toronto, Canada                                                    52,000

Leased:

Manufacturing Facilities and Offices:

Santa Ana, California      Toiletries                              10,400
Mexico City, Mexico        Toiletries                              13,000
Barcelona, Spain           Toiletries                              58,400
Milan, Italy               Diagnostics                             19,000

Warehouse and Offices:

Dayton, New Jersey                                                200,000
Momence, Illinois                                                  43,000
Plainsboro, New Jersey *                                           23,300
Sydney, Australia                                                  24,900
Folkestone, England                                                58,600
Levallois, France *                                                20,400
Revel, France                                                      35,500

* Offices only


The Company has agreements with several agents throughout the world for the
manufacture of certain products to its specifications. The Company has several
other short-term leases for manufacturing plants, warehousing space and sales
offices. With minor exceptions, all facilities are operating at normal capacity.

An expansion of the Company's condom manufacturing facility in Colonial Heights,
Virginia was approved in fiscal 1998. The additional capacity was warranted by
the increase in demand for Trojan latex condoms. At the end of fiscal 1999, the
expansion approached completion with the installation of new equipment.

Item 3.   Legal Proceedings

Information regarding Legal Proceedings involving the Company is presented on
pages 27 through 29 in note 14, "Litigation Including Environmental Matter" of
the Notes to Consolidated Financial Statements, included in the 1999 Annual
Report to Stockholders and herein expressly incorporated by reference.


Item 4.   Submission of Matters to a Vote of Security Holders

Not applicable.



                                        4

<PAGE>



Executive Officers of the Registrant *

Executive Officers of the Registrant are as follows:

                                                                   Held Present
Name                   Age  Office                                 Office Since

Henry H. Hoyt, Jr.      71  Chairman of the Board and
                            Chief Executive Officer                    1974

Ralph Levine            63  President and Chief Operating
                            Officer                                    1997

Paul A. Veteri          57  Executive Vice President and
                            Chief Financial Officer                    1997

T. Rosie Albright       52  Vice President, Consumer Products, U.S.    1995

John Bridgen, Ph.D.     52  Vice President, Diagnostics, U.S.          1984

James C. Costin, M.D.   55  Vice President, Medical and
                            Scientific Affairs                         1999

Donald R. Daoust, Ph.D. 63  Vice President, Quality Control            1978

Thomas G. Gerstmyer     56  Vice President, Pharmaceuticals, U.S.      1999

Peter J. Griffin        56  Vice President and Controller              1983

Adrian J. L. Huns       51  Vice President, International              1996

Michael J. Kopec        59  Vice President, Manufacturing              1978

Stephen R. Lang         64  Vice President, Secretary and
                             General Counsel                           1997

Thomas B. Moorhead      65  Vice President, Human Resources            1987

C. Richard Stafford     63  Vice President, Corporate Development      1977

James L. Wagar          64  Vice President and Treasurer               1981

Mark Wertlieb           43  Vice President, Taxes                      1996

Each officer holds office until the first meeting of the Board of Directors
following each Annual Meeting of the Stockholders and until his successor has
been duly elected and qualified (except that the Board of Directors may at any
meeting elect additional officers), unless his term is earlier terminated
through death, resignation, removal or otherwise. The next Annual Meeting of the
Stockholders is scheduled to be held July 20, 1999.

*  All executive officers have held their present office for the last five years
   except those noted on the following page.


                                        5

<PAGE>



Executive Officers of the Registrant (Cont'd)

Thomas G. Gerstmyer was appointed Corporate Vice President, Pharmaceuticals,
U.S. in January, 1999. He was appointed President, Wallace Laboratories Division
in August, 1998. Mr. Gerstmyer was previously Vice President of Marketing,
Wallace Laboratories since prior to 1994.

James C. Costin, M.D., was appointed Corporate Vice President, Medical and
Scientific Affairs in January, 1999. Dr. Costin will continue to be responsible
for the Wallace Laboratories' Research and Development department, where he was
previously Vice President, Research and Development, a position he held since
prior to 1994.

Ralph Levine was appointed President and Chief Operating Officer in April, 1997.
Mr. Levine was previously Vice President, Secretary and General Counsel since
prior to 1994.

Paul A. Veteri was appointed Executive Vice President and Chief Financial
Officer, in April, 1997. Mr. Veteri was previously Vice President and Chief
Financial Officer since prior to 1994.

Stephen R. Lang was appointed Corporate Vice President in March, 1997 and
Secretary and General Counsel in April, 1997. Mr. Lang was previously a Partner
and Chairman of the Litigation Department of Whitman Breed Abbott & Morgan since
prior to 1994.

Mark Wertlieb was appointed Corporate Vice President, Taxes in August, 1996. Mr.
Wertlieb was previously a Tax Partner at KPMG LLP since prior to 1994.

T. Rosie Albright was appointed Corporate Vice President, Consumer Products,
U.S. and President, Carter Products Division, in December, 1995. Ms. Albright
was previously General Manager and Executive Vice President, Beauty Care with
Revlon, Inc. prior to 1994.

Adrian J. L. Huns was appointed Corporate Vice President, International and
President, International Division in May, 1996. Mr. Huns was Managing Director
of Carter-Wallace Ltd., a subsidiary of Carter-Wallace, Inc., since prior to
1994.



                                        6

<PAGE>



                                     Part II


Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters

Information required by this item is presented on pages 1 and 7 of the 1999
Annual Report to Stockholders and is herein expressly incorporated by reference.


Item 6.   Selected Financial Data

Information required by this item is incorporated herein by reference to page 7
of the 1999 Annual Report to Stockholders.

Item 7.   Management's Discussion and Analysis of Results
           of Operations and Financial Condition

Information required by this item is incorporated herein by reference to pages 8
through 10 of the 1999 Annual Report to Stockholders.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.


                                    Part III


Item 8.   Financial Statements and Supplementary Data

Information required by this item is incorporated herein by reference to pages
12 through 31 of the 1999 Annual Report to Stockholders.


Item 9.   Disagreements on Accounting and Financial Disclosure

Not applicable.


Item 10.  Directors and Executive Officers of the Registrant

Information with respect to Directors of the Company is incorporated by
reference to the Company's Proxy Statement, dated June 18, 1999, for the Annual
Meeting of Stockholders to be held July 20, 1999, under the captions "Stock
Ownership", "Election of Directors" and "Board of Directors and Committees".

Information with respect to Executive Officers of the Registrant is set forth
under the heading "Executive Officers of the Registrant" in Part I on pages 5
and 6 of this Form 10-K.



                                        7

<PAGE>



Item 11.  Executive Compensation

Information required by this item is incorporated herein by reference to the
Company's Proxy Statement, dated June 18, 1999, for the Annual Meeting of
Stockholders to be held July 20, 1999, under the caption "Executive Compensation
and Other Information".


Item 12.  Security Ownership of Certain Beneficial Owners and Management

Information pertaining to the security ownership of certain beneficial owners
and management is incorporated herein by reference to the Company's Proxy
Statement, dated June 18, 1999, for the Annual Meeting of Stockholders to be
held July 20, 1999, under the captions "Voting Rights" and "Stock Ownership".


Item 13.  Certain Relationships and Related Transactions

Information required by this item is incorporated herein by reference to the
Company's Proxy Statement, dated June 18, 1999, for the Annual Meeting of
Stockholders to be held July 20, 1999, under the caption "Election of
Directors".

                                     Part IV


Item 14.  Exhibits, Financial Statement Schedule and Reports on Form 8-K

(a)(1),(a)(2) Financial Statements and Financial Statement Schedule

The financial statements and financial statement schedule filed as part of this
report are listed or incorporated by reference in the "Index of Financial
Statements and Financial Statement Schedule" on page 13 of this Form.

(a)(3) Exhibits

        3.1  Certificate of Incorporation, as amended, of the Company
             (incorporated herein by reference to Exhibit 3.1 of the Company's
             Annual Report on Form 10-K for the fiscal year ended March 31,
             1992).

        3.2  By-Laws of the Company, as amended through 5/15/97 (incorporated
             herein by reference to Exhibit 3.2 of the Company's Annual Report
             on Form 10K for the fiscal year ended March 31, 1998).

       10.2  1977 Restricted Stock Award Plan, as amended (incorporated herein
             by reference to Exhibit 10.2 of the Company's Annual Report on Form
             10-K for the fiscal year ended March 31, 1990).

       10.3  Employees' Retirement Plan, as amended (incorporated herein by
             reference to Exhibit 10.3 of the Company's Annual Report on Form
             10-K for the fiscal year ended March 31, 1993).


                                   (Continued)

                                        8

<PAGE>


(a)(3) Exhibits (cont'd)

       10.4  Profit Sharing Plan (incorporated herein by reference to the
             description of such plan set forth in the Company's Proxy Statement
             dated June 18, 1993, for the Annual Meeting of Stockholders to be
             held July 20, 1993, under the caption "Executive Compensation and
             Other Information").

       10.5  Executives' Additional Compensation Plan (incorporated herein by
             reference to the description of such plan set forth in the
             Company's Proxy Statement dated June 18, 1993, for the Annual
             Meeting of Stockholders to be held July 20, 1993, under the caption
             "Executive Compensation and Other Information").

       10.6  Employment Agreement, dated June 4, 1998, between the Company and
             Ralph Levine (incorporated herein by reference to Exhibit 10.6 of
             the Company's Annual Report on Form 10-K for the fiscal year ended
             March 31, 1998).

       10.7  Employment Agreement, dated June 4, 1998, between the Company and
             Paul A. Veteri (incorporated herein by reference to Exhibit
             10.7 of the Company's Annual Report on Form 10-K for the fiscal
             year ended March 31, 1998).

      10.10  Supplemental Death Benefit Agreement, as amended (incorporated
             herein by reference to Exhibit 10.10 of the Company's Annual Report
             on Form 10-K for the fiscal year ended March 31, 1993).

      10.11  Lease Agreement, dated December 2, 1988, between the Company and
             Fisher - Sixth Avenue Company and Hawaiian Sixth Avenue Corporation
             (incorporated herein by reference to Exhibit 10.10 of the Company's
             Annual Report on Form 10-K for the fiscal year ended March 31,
             1989).

      10.12  Corporate Officer Medical Expense Reimbursement Plan (incorporated
             herein by reference to Exhibit 10.12 of the Company's Annual Report
             on Form 10-K for the fiscal year ended March 31, 1993).

      10.13  Executive Medical Expense Reimbursement Plan, as amended
             (incorporated herein by reference to Exhibit 10.13 to the Company's
             Annual Report on Form 10-K for the fiscal year ended March 31,
             1993).

      10.14  Executive Pension Benefits Plan, as amended (incorporated herein by
             reference to Exhibit 10.14 of the Company's Annual Report on Form
             10-K for the fiscal year ended March 31, 1995).



                                   (Continued)


                                        9

<PAGE>





Exhibits (cont'd)

      10.15  Executive Savings Plan (incorporated herein by reference to Exhibit
             10.15 of the Company's Annual Report on Form 10-K for the fiscal
             year ended March 31, 1994).

      10.16  Amendment to Revolving Credit Agreement, dated as of October 1,
             1995 (incorporated herein by reference to the Company's Quarterly
             Report on Form 10-Q for the quarter ended September 30, 1995).

      10.17  Note Agreement, dated as of December 1, 1995 (incorporated herein
             by reference to the Company's Quarterly Report on Form 10-Q for the
             quarter ended December 31, 1995).

      10.18  1996 Long-Term Incentive Plan, as amended.

      10.19  Employment Agreement, dated September 11, 1996, between the Company
             and T. Rosie Albright (incorporated herein by reference to Exhibit
             10.19 of the Company's Annual Report on Form 10-K for the fiscal
             year ended March 31, 1997).

      10.21  Letter Agreement, dated September 14, 1998, between the Company
             and T. Rosie Albright.

      10.22  Letter Agreement, dated June 4, 1998 between the Company
             and Stephen R. Lang.

       13    Annual Report to Stockholders for the fiscal year ended March 31,
             1999

       21    Subsidiaries.

       23    KPMG LLP Independent Auditors' Consent

       27    Financial Data Schedule (EDGAR filing only)

(b)    Reports on Form 8-K

              No reports on Form 8-K have been filed during the quarter ended
              March 31, 1999.


                                       10

<PAGE>



                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                                CARTER-WALLACE, INC.
                                                     (Registrant)



DATED:  June 11, 1999                          BY: /s/Ralph Levine
        -------------                              -------------------
                                                    Ralph Levine
                                                    President and Chief
                                                    Operating Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the respective dates indicated:

Signature                     Title                         Date




/s/Henry H. Hoyt, Jr.        Chairman of the Board and      June 11, 1999
Henry H. Hoyt, Jr.           Chief Executive Officer,
                             Director (Principal Execu-
                             tive Officer)



/s/David M. Baldwin          Director                       June 11, 1999
David M. Baldwin




/s/Dr. Richard L. Cruess     Director                       June 11, 1999
--------------------------
Dr. Richard L. Cruess




/s/Suzanne H. Garcia         Director                       June 11, 1999
Suzanne H. Garcia


                                       11

<PAGE>



Signature                     Title                         Date




/s/Scott C. Hoyt             Director                      June 11, 1999
Scott C. Hoyt






/s/Ralph Levine             President and Chief           June 11, 1999
-------------------------   Operating Officer,
Ralph Levine                Director





/s/Herbert M. Rinaldi       Director                      June 11, 1999
Herbert M. Rinaldi






/s/Paul A. Veteri           Executive Vice President      June 11, 1999
-------------------------   and Chief Financial Officer,
Paul A. Veteri              Director (Principal Financial
                            Officer)







/s/Peter J. Griffin         Vice President and            June 11, 1999
Peter J. Griffin            Controller (Principal
                            Accounting Officer)




                                       12

<PAGE>



                      CARTER-WALLACE, INC. AND SUBSIDIARIES

         INDEX OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE


The consolidated financial statements and the related report of KPMG LLP dated
May 5, 1999 appearing on pages 12 through 31 of the 1999 Annual Report to
Stockholders are incorporated herein by reference in this Form 10-K Annual
Report.

The following are set forth in this Annual Report on Form 10-K:


                                                                  Page

Independent Auditors' Report on Supporting Financial
 Statement Schedule                                                14

Schedule II  - Valuation and qualifying accounts for each
                of the three years ended March 31, 1999            15



All other financial statement schedules are omitted because they are not
applicable or not required or because the information is included in the
consolidated financial statements or related notes.



                                       13

<PAGE>



                          INDEPENDENT AUDITORS' REPORT




The Board of Directors and Stockholders
Carter-Wallace, Inc.:


Under date of May 5, 1999, we reported on the consolidated balance sheets of
Carter-Wallace, Inc. and subsidiaries as of March 31, 1999 and 1998, and the
related consolidated statements of earnings, retained earnings and comprehensive
earnings, and cash flows, for each of the years in the three-year period ended
March 31, 1999, as contained in the 1999 Annual Report to Stockholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the Annual Report on Form 10-K for the year 1999. In connection
with our audits of the aforementioned consolidated financial statements, we also
have audited the related financial statement schedule as listed in the
accompanying index. This financial statement schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion on this
financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.


                                                         KPMG LLP




New York, New York
May 5, 1999


                                       14

<PAGE>

                                   SCHEDULE II

                      CARTER-WALLACE, INC. AND SUBSIDIARIES

                        Valuation and Qualifying Accounts
                        Three Years Ended March 31, 1999
                            (in thousands of dollars)


                         Balance at  Charged to  Charged                Balance
                         beginning   costs and   to other               at end
Description              of period    expenses   accounts  Deductions  of period

Year ended March 31, 1999:

  Deducted from assets to
    which they apply:
    Allowance for
     doubtful accounts     $ 5,716    $   752     $   -    $   505(a)    $ 5,963
    Allowance for cash
     discounts               1,590      8,737         -      8,875(b)      1,452
                           -------    -------     ------   -------       -------
                           $ 7,306    $ 9,489     $   -    $ 9,380       $ 7,415
                           -------    -------     ------   -------       -------

Year ended March 31, 1998:

  Deducted from assets to
    which they apply:
    Allowance for
     doubtful accounts     $ 5,314    $ 1,134     $   -    $   732(a)    $ 5,716
    Allowance for cash
     discounts               1,416      8,741         -      8,567(b)      1,590
                           -------    -------     ------   -------       -------
                           $ 6,730    $ 9,875     $   -    $ 9,299       $ 7,306
                           -------    -------     ------   -------       -------

Year ended March 31, 1997:

  Deducted from assets to
    which they apply:
    Allowance for
     doubtful accounts     $ 5,358    $ 1,182(c)  $   -    $ 1,226(a)(c) $ 5,314
    Allowance for cash
     discounts               1,358      8,048         -      7,990(b)      1,416
                           -------    -------     ------   -------       -------
                           $ 6,716    $ 9,230     $   -    $ 9,216       $ 6,730
                           -------    -------     ------   -------       -------



Notes:

(a)  Accounts written off and recovered.
(b)  Net discounts allowed to customers.
(c)  Includes $508 related to trade receivables from a wholesaler who filed for
     bankruptcy.


                                       15